SecProbe.io

February  12, 201 3

Via U.S. Mail
Warren M. Dillard
President  and Chief Executive Officer
Vanguard Energy Corporation
1330 Post Oak Blvd., Suite 1600
Houston, Texas 77056

Re: Vanguard Energy Corporation
Amendment No. 2  to Registration Statement on Form S-1
Filed January  30, 201 3
  File No. 333-180987

Dear Mr. Dillard :

We have reviewed your amended registration statement  and letter dated January  31,
2013, and we have the following comments.  We have limited our review of your filing to those
issues we have addressed in our comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewin g any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Amendment No. 2  to Registration Statement on Form S -1

Financial Statements

1. Please provide updated  financial statements.  Please refer to Rule 8 -08 of Regulation S -
X.

Warren M. Dillard
Vanguard Energy Corporation
February  12, 201 3
Page 2

 Exhibits

Exhibit 8.1

2. Please obtain and file a revised tax opinion that addresses and expresses a conclusion for
the material federal tax consequences of the exchange.  In that regard, we note that the
disclosure in the  prospectus indicates at page 38 that i n the opinion of Hart & Trinen, the
exchange of the Class A warrants for the Series C warrants will not result in a taxable
gain or loss to the holders of the Series C warrants.   However, the  opinion filed as Exhibit
8.1 appears to be limited to whether the exchange is taxable “pursuant to Section
354(a)(1) and 368 (a)(1)(E).”  Please ensure that the revised opinion addresses whether
the exchange will result in taxable gain or loss to the hold ers of the Series C warrants
pursuant to all applicable Internal Revenue Code provisions, regulations and revenue
rulings .  Please refer to Staff Legal Bulletin No. 19, Legality and Tax Opinions in
Registered Offerings, Section III.C with respect t o the su bstance of tax opinions .  In
addition, please ensure that the prospectus discussion regarding tax matters is consistent
with the revised tax opinion.

3. Please ensure that the revised tax opinion includes a consent from counsel to the
prospectus discussion o f such opinion, and a consent to being named in the registration
statement.  See Securities Act Rule 436.   Please also refer to Staff Legal Bulletin No. 19
at Section IV.

Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

            Notwithstanding our comments, in the event you request acceleration of th e effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adeq uacy and accuracy of the disclosure in the filing; and


Warren M. Dillard
Vanguard Energy Corporation
February  12, 201 3
Page 3

  the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United  States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aw are of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Sirimal R. Mukerjee  at (202) 551-3340 or , in his absence, Laura Nicholson
at (202) 551 -3584 or me at (202) 551 -3740  with any questions.

Sincerely,

/s/ A .N. Parker for

H. Roger Schwall
Assistant Director

cc: Via Facsimile
William T. Hart